GEM Parties definition

GEM Parties means, jointly and severally, GEM and GEMEM, and each of their respective predecessors and successors in interest, if any, and each of the foregoing’s respective past, present and future agents, managers, officers, directors, tax representatives, shareholders, employees, attorneys, accountants, assigns, subsidiaries, parent companies, affiliates, and representatives.
Sample 1

Examples of GEM Parties in a sentence

  • At the Effective Time, (i) the Term Sheet and all obligations thereunder, including the obligation to issue the Convertible Note, shall terminate, (ii) the Share Purchase Agreement shall terminate, effective as of December 13, 2023, and (iii) the waiver granted by the GEM Parties under the Letter of Understanding with respect to any and all alternative financing arrangements entered into prior to the Effective Date (the “Alternative Financing Arrangements”) shall be irrevocable.

  • The Statement of Claim filed by the GEM Parties alleges the Company breached a Share Subscription Agreement dated November 15, 2019 and promissory note, among other things, claiming damages of approximately $4.9 million, in addition to costs and expenses.

  • Each Party acknowledges that its acknowledgements, promises, covenants, and releases set forth herein is in consideration of this Agreement and is given for the purpose of avoiding the costs and expenses of legal proceedings and may be relied upon by, and inure to the benefit of, the CLW Parties and the GEM Parties.

  • The GEM Parties, on the one hand, and the Company, on the other hand, understand and agree that, as between them, they will be solely responsible for all expenses incurred by them respectively or on their behalf in connection with the Settlement Documents.

  • During the period ended July 31, 2021, the Company received notices from the GEM Parties of their intention to arbitrate the GEM Agreement [notes 9[a][iii] and 9[a][iv]].

  • The GEM Parties have never received from the Settling Defendants any notice of breach pursuant to the Settlement Agreement.

  • On April 29, 2015, I, along with the other GEM Parties, instructed our attorney to send the Settling Defendants a Renewed Notice of Breach, which is attached hereto as Exhibit C.This breach was never cured.

  • As a material obligation of each Party to consummate the transactions contemplated by this Agreement, the Company, on the one hand, and each of the GEM Parties, on the other hand, shall, at its own expense: (i) reasonably cooperate with the other Parties, (ii) perform any reasonable further act and (iii) execute and deliver such documents or instruments as may be reasonably requested by the other Parties, in each case to effectuate any transaction, act or agreement contemplated by this Agreement.

  • The Company and the GEM Parties are in the process of selecting an arbitrator in this matter and following such appointment, the Company will file a Statement of Answer.

Related to GEM Parties

  • Party/Parties means Buyer and Seller individually/collectively.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Selling Parties shall have the meaning specified in the preamble.

  • Licensee Parties has the meaning ascribed to such term in Section 5.1.

  • Settling Parties means the Defendants and the Class Representatives, on behalf of themselves, the Plan, and each of the Class Members.

  • Contractor Parties means a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Party/Parties means Buyer and Seller individually/collectively.

  • Concert Parties means such Persons as are deemed to be Acting in Concert with AbbVie pursuant to Rule 3.3 of Part A of the Takeover Rules.

  • Parties has the meaning set forth in the Preamble.

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Contracting Parties has the meaning set forth in Section 9.14.

  • Covered Parties has the meaning set forth in Section 6.7(a).

  • Warrantors means the Founders, the Founder Holdcos and the Group Companies.

  • Party and Parties means the Settling Defendants, the Plaintiffs, and, where necessary, the Settlement Class Members.

  • Transaction Parties As defined in Section 5.3(o).

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Covenantors means the Group Companies, the Founder and the Founder Holding Company, and a “Covenantor” means any of the Covenantors.

  • Local Parties shall be defined as the Board or the local OSSTF/FEESO bargaining unit party to a collective agreement.

  • Financing Parties means Parties financing the Project, pursuant to Financing Documents.

  • Partnership Parties has the meaning assigned to such term in the preamble.

  • Vendors means the proposer(s) responding to this RFP and vendor(s) to whom a contract has been awarded as a result of this RFP by SMSD. A responsible vendor is a vendor who has adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the product(s) /service(s) listed herein.

  • Buyer Representatives has the meaning set forth in Section 4(e).

  • Bank Parties means Administrative Agent and the Banks.